Agmt11 EPX-Electronic Payment Exchange (2)

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� anunnx�pymMevma� EPX ELECTRONIC TRANSACT CES IN � REEMENT This Agreement is made this day of9eTebee, 2011, by and benveen, City of Redwood City with an address at 1017 Middlefield Road edwaod City, CA 94061 ("Company") and Phoenix Payment Systems, Inc., a . Delaware corporatioq (dba Electronic Payment Exchange) with an address at 1201 N. MarkM SVect, Suite 701, Wilmington, DE 19801 ("EPX"). Company wishes to initiate eleMronic debit transactions through EPX to bank accounts maintained by its customers. EPX will utilize the Automared Clearing House at the Uniced States Federal Reserve ("Federal Reserve' ) in order to provide this service. Now, therefore, in consideration of the promises contained herein, it is agrced as follows: . L For purposes of this Agreement and the Schcdules referred to hereiq the following definitions apply unless the context othenvisc requires. Capi[alized tertns used, but not defined, in this Agreement shall havc the respec[ive meanings as set forth in the NACHA Opecating Rules. A. NACHA - means the National Automated Clearing House Association that esqblishes the standards, rules and procedures (the "NACHA Operating Rules") th¢t enable depository 6nancial instiNtions to exchange payments on a national basis. B. A�CH - means A�tomated Clearing House Network, which is a(unds transfer system, govemed by [he NACHA Opera[ing Rules that provides for the interbank clearing of electronic entries for participaring financial institutions. C. Intemet (WEBI Initiated Envies - means origination of debit entries (either recuRing or single entry) to a consumer's bank account pursuant to Writtrn Authorization that is obtained from the consumer via the Intemet. D. Written Authorizalion - for Intemet (WEB) Initiated Envies, means that (l) consumer must be able to rcad the authorization language displayed on a computer screen or other visual display; (2) Company should prompt the consumer to print the authoriza[ion and retain a copy; and (3) Company must be able ro provide the consuma with a hard copy if the authorization is reques[ed. E. Bankine Dav - means any dzy on whicti a participadng financial depository institution is open to the public during any part of the day Cor canying on substantially alt its banking functions. F. Settlement - means a vansfer of funds bctween iwo parties in cash, or on the books of a mutual depository institution, to cumplete one or more prior transactions, made subject ro final accounting. Settlement far the ACH system usually occurs tk�rough the Federal Reserve. G. Settlement Date - means the date on which a transfer of funds with respect ro a transac[ion is reflected on the books of the Federal Reserve. 2. EPX will lransmit bank account entries initiated by Company to the ACH as provided in the NACHA Operating Rules. Company may utilize the EPX BuyerWall [echnulogy in the processing of ACH transactions. "BuyerWalP' shall mcan the EPX patent pending technology ihat utilizes the EPX hosted fronhend applica[ions in conjunction with a unique transaction identifier allowing Company to eliminate contact with bank acwttnt info[mation during the processing, vansmission and storage of ACH data. 3. Company and EPX will compiy with the NACHA Operadng Rules insofer as applicable, and the applicable NACHA Operating Rules are incorpornted into [his Agreement by reference. EPX agrccs to keep Company advised of NACHA Opelating Rules as they are applied and updated by NACHA. The specific dudes of Company and EPX provided in the following paragrephs of this Agreement in no way limit the foregoing undertaking. Comparry represents and wartants that it has obtained all necessazy reguiatory approvals, cenificates and licenses to provide any services it intends to offer and thet it is in compliance with the regulations of the Federal Trade Commission and the Federal Communicatlons Commission end shall comply with all pmsent and Cuture federal, state end local laws and regulapons pertaining to Transactlons, including, without limitation, the FeAeral Fair Credit Reponing Act, the Federal Truth-in-I.ending Act, the Electronic Fund Trans(ers Act, [he Federal Equal Credit Opporwnity Act, as amrnded, and the Telephone Disclosure and Dispute Resolution Act, as applicable. 4. Company shell obtain ell Consents and Authorizations (including without limitation Written Authorization for Intemet (WEB) Initiated Entries) required under the NACHA Operating Rules and shall retain such Consenu and Authori�tions for two (2) years afler they expire. Company shall bear the full liability for, and shall indemnify EPX from, ACH items retumed by the consumer whose account was debited whelher or no[ proper Consent and - Authoriution was obrained. In accordance with NACHA Operating Rules, EPX shall reject retum items deemed "untimely" and shall dispute retum items at Company's request. In no evrnt, however, shall EPX be liable for Company's ACH rctum items. � / Inirials _ +=r � ^ cosve�M�ozzza.z ' 7�� ^ Chl"�